UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

Jazz Pharmaceuticals, Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o		Rule 13d-1(b)
	o		Rule 13d-1(c)
	þ		Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		472147107	13 G	Page		2		of		8 Pages

(1) This Schedule 13G is filed by Prospect Venture Partners II, L.P., a Delaware limited partnership (“PVP II”), Prospect Associates II, L.P., a Delaware limited partnership (“PA II”), Prospect Management Co. II, L.L.C., a Delaware limited liability company (“PMC II,” together with PVP II and PA II, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 1,215,650 shares held by PVP II; and (ii) 18,511 shares held by PA II. PMC II serves as the sole general partner of PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.

(3) This percentage is calculated based upon 24,550,554 shares of Common Stock outstanding (as of October 31, 2007), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 9, 2007.

CUSIP No.		472147107	13 G	Page		3		of		8 Pages

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 1,215,650 shares held by PVP II; and (ii) 18,511 shares held by PA II. PMC II serves as the sole general partner of PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.

(3) This percentage is calculated based upon 24,550,554 shares of Common Stock outstanding (as of October 31, 2007), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 9, 2007.

CUSIP No.		472147107	13 G	Page		4		of		8 Pages

(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2) Includes (i) 1,215,650 shares held by PVP II; and (ii) 18,511 shares held by PA II. PMC II serves as the sole general partner of PVP II and PA II, and owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007.

(3) This percentage is calculated based upon 24,550,554 shares of Common Stock outstanding (as of October 31, 2007), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 9, 2007.

Introductory Note: This Statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Jazz Pharmaceuticals, Inc. (the “Issuer”).

Item 1

(a)		Name of Issuer:           Jazz Pharmaceuticals, Inc.
(b)		Address of Issuer’s Principal Executive Offices:		3180 Porter Drive
				Palo Alto, California 94304

Item 2

(a)		Name of Person(s) Filing:
		Prospect Venture Partners II, L.P. (“PVP II”)
		Prospect Associates II, L.P. (“PA II”)
		Prospect Management Co. II, L.L.C. (“PMC II”)

(b)		Address of Principal Business Office:		c/o Prospect Venture Partners
				435 Tasso Street, Suite 200
				Palo Alto, California 94301

(c)		Citizenship:
		Entities:		PVP II		-		Delaware, United States of America
				PA II		-		Delaware, United States of America
				PMC II		-		Delaware, United States of America
(d)		Title of Class of Securities:          Common Stock
(e)		CUSIP Number:          472147107

Item 3 Not applicable.

Item 4 Ownership.

The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2007:

						Warrants								Shared				Sole				Shared
		Shares Held				Held				Sole Voting				Voting				Dispositive				Dispositive				Beneficial				Percentage
Reporting Persons		Directly				Directly				Power				Power				Power				Power				Ownership				of Class (2)
Prospect Venture Partners II, L.P.			1,215,650				0				0				1,234,161				0				1,234,161				1,234,161				5.03	%
Prospect Associates II, L.P.			18,511				0				0				1,234,161				0				1,234,161				1,234,161				5.03	%
Prospect Management Co. II, L.L.C. (1)			0				0				0				1,234,161				0				1,234,161				1,234,161				5.03	%

Item 5      Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6		Ownership of More Than Five Percent on Behalf of Another Person.
		Not applicable.
Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.
		Not applicable.
Item 8		Identification and Classification of Members of the Group.
		Not applicable.
Item 9		Notice of Dissolution of Group.
		Not applicable.
Item 10		Certification.
		Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2008
PROSPECT VENTURE PARTNERS II, L.P.
By: Prospect Management Co. II, L.L.C.
Its: General Partner
/s/ Dave Markland
Dave Markland
Attorney-in-Fact
PROSPECT		ASSOCIATES II, L.P.
By: Prospect Management Co. II, L.L.C.
Its: General Partner
/s/ Dave Markland
Dave Markland
Attorney-in-Fact
PROSPECT		MANAGEMENT CO. II, L.L.C.
/s/ Dave Markland
Dave Markland
Attorney-in-Fact

Exhibit(s):

A — Joint Filing Statement

EXHIBIT A

JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Jazz Pharmaceuticals, Inc. is filed on behalf of each of us.

Dated: February 13, 2008
PROSPECT VENTURE PARTNERS II, L.P.
By: Prospect Management Co. II, L.L.C.
Its: General Partner
/s/ Dave Markland
Dave Markland
Attorney-in-Fact
PROSPECT		ASSOCIATES II, L.P.
By: Prospect Management Co. II, L.L.C.
Its: General Partner
/s/ Dave Markland
Dave Markland
Attorney-in-Fact
PROSPECT		MANAGEMENT CO. II, L.L.C.
/s/ Dave Markland
Dave Markland
Attorney-in-Fact